Dorman Products - 10-Q quarterly report FY

As used herein, unless the context otherwise requires, “Dorman”, the “Company”, “we”, “us”, or “our” refers to Dorman Products, Inc. and its subsidiaries.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).   However, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the twenty-six  week period ended June 27, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending December 26, 2009.  We  may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers.  Generally, the second and third quarters have the highest level of customer orders, but the introduction of new products and product lines to customers may cause significant fluctuations from quarter to quarter.  These financial statements should be read in conjunction with ­the consolidated financial statements and footnotes thereto included in our  Annual Report on Form 10-K for the year ended December 27, 2008.

We have entered into several customer sponsored programs administered by unrelated financial institutions that permit us to sell, without recourse, certain accounts receivable at discounted rates to the financial institutions. We do  not retain any servicing requirements for these accounts receivable.  Transactions under these agreements are accounted for as sales of accounts receivable following the provisions of Statement of Financial Accounting Standards (SFAS) No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities - A Replacement of FASB Statement 125.”  At June 27, 2009 and December 27, 2008, $52.9 million and $55.0 million, respectively, of accounts receivable were sold and removed from the consolidated balance sheets based upon standard payment terms.   Selling, general and administrative expenses for the twenty-six weeks ended June 27, 2009 and June 28, 2008 include $0.8 million and $1.0 million, respectively, in financing costs associated with these accounts receivable sales programs.  During the twenty-six weeks ended June 27, 2009 and June 28, 2008, we sold $32.9 million and $57.6 million, respectively, under these programs.

Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our  products, and are stated at the lower of average cost or market.  Inventories were as follows:

Effective May 18, 2000 we amended and restated our Incentive Stock Option Plan (the “Plan”).  Under the terms of the Plan, our Board of Directors may grant incentive stock options or non-qualified stock options or combinations thereof to purchase up to 2,345,000 shares of common stock to officers, directors and employees.  On December 12, 2008, our Board of Directors approved the 2008 Stock Option and Stock Incentive Plan, which was approved by our shareholders at the Company’s Annual Meeting held on May 20, 2009.  Under the 2008 Plan, our Board of Directors may grant incentive stock options, non-qualified stock options and/or shares of restricted stock to purchase up to 1,000,000 shares of common stock to officers, directors, ans shareholders.   Grants under the Plan and the 2008 Plan must be made within 10 years of the date the plan was approved and are exercisable at the discretion of the Board of Directors, but in no event more than 10 years from the date of grant.  At June 27, 2009, options to acquire 320,544 shares were available for grant under the Plan.  The Plan expires on December 13, 2009.

We account for stock based compensation in accordance with  SFAS No. 123R “Share-Based Payment,” and related interpretations and expense the grant-date fair value of employee stock options.  In accordance with  SFAS No. 123R, cash flows resulting from tax deductions in excess of compensation cost recognized in the financial statements is classified as financing cash flows.

Compensation cost is recognized on a straight-line basis over the vesting period during which employees perform related services.  The compensation cost charged against income for our stock-based compensation program for the twenty-six weeks ended June 27, 2009 and June 28, 2008 was $136,000 and $113,000 before taxes.   The compensation cost recognized is classified as selling, general and administrative expense in the consolidated  statement of operations.  No cost was capitalized during  2009 and 2008.  We included a forfeiture assumption of 5.2% in 2009 and 4.6% in 2008 in the calculation of expense.

We use the Black-Scholes option valuation model to estimate the fair value of options granted.  Expected volatility and expected dividend yield are based on the actual historical experience of our stock.  The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107.  The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.  There were no stock options granted in the twenty-six weeks ended June 27, 2009 or June 28, 2008.

The total intrinsic value of stock options exercised during  2009 was $398,000.

As of June 27, 2009, there was approximately  $0.5 million of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 3.3 years.

Cash received from option exercises during  2009 was $111,000.  The excess tax benefit generated from options  which were exercised during  2009 was $59,000 and was credited to additional paid in capital.

The following table sets forth the computation of basic earnings per share and diluted earnings per share:

Options to purchase 192,000 and 173,500 shares were outstanding at June 27, 2009 and June 28, 2008, respectively,  but were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive.

On February 22, 2008, we announced that our Board of Directors authorized the repurchase of up to 500,000 shares of our outstanding common stock.  Under this program, share repurchases may be made from time to time depending upon market conditions, share price and availability, and other factors at our discretion.  Repurchases will take place in open market transactions or in privately negotiated transactions in accordance with applicable laws.  During 2009, we repurchased and cancelled 3,600 shares of common stock under the plan.

We periodically repurchase at the then current market price and cancel common stock issued to our defined contribution profit sharing and 401(k) plan. For the twenty-six weeks ended June 27, 2009, we repurchased and cancelled 46,961 shares of common stock.  During 2008, we repurchased and cancelled 108,033 shares of common stock.

We have entered into a noncancelable operating lease for our primary operating facility from a partnership in which Richard N. Berman, our Chief Executive Officer, and Steven L. Berman, our  Executive Vice President, are partners.  Based upon the terms of the lease, payments in 2009 will be $1.4 million.  Total rental payments  to the partnership under the lease arrangement were $1.4 million in 2008.

We apply the provisions of Financial Accounting Standards Board Interpretation No.48, “Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109”(“FIN 48" ). At June 27, 2009, we have $ 1.8  million of net unrecognized tax benefits, $1.2 million of which would affect our effective tax rate if recognized.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of June 27, 2009, we have approximately $0.4 million of accrued interest related to uncertain tax positions.

The last year examined by the IRS was 2005, and all years up through and including that year are closed by examination.  We are currently under examination for tax years 2003-2007 by one state tax authority to which we are subject to tax.  The tax years 2004-2008 remain open to examination by the remaining major taxing jurisdictions in the United States to which we are subject.  The tax years 2004-2008 remain open to examination in Sweden for our Swedish subsidiary.

Pursuant to the provisions of SFAS No. 130, “Reporting Comprehensive Income,” comprehensive income includes all changes to shareholders’ equity during a period, except those resulting from investment by and distributions to shareholders. Components of comprehensive income include net income and changes in foreign currency translation adjustments.  Total comprehensive income was $6.8 million and $5.2 million  for the thirteen weeks ended June 27, 2009 and June 28, 2008, respectively.  Total comprehensive income was $11.1 million and $8.9 million for the twenty-six weeks ended June 27, 2009 and June 28, 2008 respectively.

The carrying value of financial instruments such as cash, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term  nature of these instruments.  Based on borrowing rates currently available to us for loans with similar terms and average maturities, the fair value of total long-term debt, including the current portion, was $10.9 million at June 27, 2009 and $15.4 million at December 27, 2008.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140”(“SFAS No. 166”).  SFAS No. 166 eliminates the Qualified Special Purpose Entity (QSPE) concept, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies the derecognition criteria and revises how retained interests are initially measured.  SFAS No. 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter.  The Company is evaluating the impact the adoption of SFAS No. 166 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46 ( R)” (“SFAS No. 167”).    SFAS No.167 amends the guidance in FASB Interpretation 46R related to the consolidation of variable interest entities (“VIEs”).  It requires reporting entities to evaluate former QSPEs for consolidation, changes the approach to determining a VIE’s primary beneficiary from a quantitative assessment to a qualitative assessment designed to identify a controlling financial interest, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a VIE.  It also clarifies, but does not significantly change, the characteristics that identify a VIE.  SFAS No. 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter.  The Company is evaluating the impact the adoption of SFAS No. 167 will have on its financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”).  SFAS No. 165 establishes the standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  This Statement also requires the disclosure of the date through which subsequent events have been evaluated.  The Company adopted this standard, as required, for the period ending June 27, 2009.  Adoption of SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements.  Refer to Note 12 for the required disclosure.

In April 2008, the FASB issued FASB Staff Position 142-3, “Determination of the Useful Life of Intangible Assets: (“FSP 142-3”).  FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.”  FSP 142-3 is not expected to impact the Company’s consolidated results of operations and financial position.

In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) changes the requirements for an acquirer’s recognition and measurement of the assets acquired and the liabilities assumed in a business combination. SFAS No. 141(R) is effective for annual periods beginning after December 15, 2008 and should be applied prospectively for all business combinations entered into after the date of adoption.

In  December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 requires (i) that noncontrolling (minority) interests be reported as a component of shareholders’ equity, (ii) that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statement of operations, (iii) that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, (iv) that any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value, and (v) that sufficient disclosures are provided that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for annual periods beginning after December 15, 2008 and should be applied prospectively. However, the presentation and disclosure requirements of the statement shall be applied retrospectively for all periods presented. The adoption of the provisions of SFAS No. 160 did not have a material impact the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  SFAS No. 157 defines fair value, established a framework for measuring fair value and expands disclosures about fair value measurements.  This statement applies under other accounting pronouncements that require or permit fair value measurements.  Accordingly, SFAS No.157 does not require any new fair value measurements.  The provisions of SFAS No. 157 are to be applied prospectively and are effective for fiscal years beginning after November 15, 2007.  The FASB has agreed to  a one-year deferral of SFAS No. 157's fair value measurement requirements for non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis.  We adopted SFAS No. 157 for financial assets and liabilities on December 30, 2007, and there was no impact on the Company’s consolidated  results of operations and financial position.  We adopted  SFAS No. 157 for non-financial assets and liabilities on December 28, 2008, and there was no impact on the Company’s consolidated results of operations and financial position.

As discussed in Note 11, the Company adopted the requirements of SFAS No. 165 and has evaluated subsequent events from June 27, 2009 to the date of this report on the Form 10-Q.  There were no subsequent events required to be recognized or disclosed in the financial statements.

Certain statements in this document constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  While forward-looking statements sometimes are presented with numerical specificity, they are based on various assumptions made by management regarding future circumstances over many of which the Company has little or no control.  Forward-looking statements may be identified by words including “anticipate,” “believe,” “estimate,” “expect,” and similar expressions.  The Company cautions readers that forward-looking statements, including, without limitation, those relating to future business prospects, revenues, working capital, liquidity, and income, are subject to certain risks and uncertainties that would cause actual results to differ materially from those indicated in the forward-looking statements.  Factors that could cause actual results to differ from forward-looking statements include but are not limited to: (i) competition in the automotive aftermarket industry; (ii) concentration of the Company’s sales and accounts receivable among a small number of customers and the extension of customer payment terms and price concessions; (iii) the impact of consolidation in  the automotive aftermarket industry; (iv) weakness in the dollar and value of the Chines Yuan increasing; (v) dependence on senior management and control by officers, directors, and family members; (vi) increase in OE patent filings;  (vii) product quality; (viii) reliance on new product development; and/or (ix) the impact of increases in the cost of production.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.  For additional information concerning factors that could cause actual results to differ materially from the information contained in this report, reference is made to the information in  Part I, “Item 1A, Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes of Dorman Products, Inc. and its subsidiaries included elsewhere in ths Quarterly Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations and audited financial statements and notes included in the Company’s Annual Report on Form 10-K.

We are a leading supplier of Original Equipment (OE) Dealer "Exclusive" automotive replacement parts, automotive hardware, brake products, and household hardware to the automotive aftermarket and mass merchandise markets. Dorman automotive parts and hardware are marketed under the OE Solutions™, HELP!(R), AutoGrade™, First Stop™, Conduct-Tite(R), Pik-A-Nut(R), and Scan-Tech™ brand names. We design, package and market over 92,000 different automotive replacement parts (including brake parts), fasteners and service line products manufactured to our specifications. Our products are sold under one of the seven Dorman brand names listed above. Our products are sold primarily in the United States through automotive aftermarket retailers (such as AutoZone, Advance and O'Reilly), national, regional and local warehouse distributors (such as Carquest and NAPA) and specialty markets including parts manufacturers for resale under their own private labels and salvage yards. Through our Scan-Tech subsidiary we are increasing our international distribution of automotive replacement parts, with sales into Europe, the Middle East and the Far East.

The automotive aftermarket in which we compete has been growing in size; however, the industry which we supply continues to consolidate. As a result, our customers regularly seek more favorable pricing, product returns and extended payment terms when negotiating with us. While we do our best to avoid such concessions, in some cases pricing concessions have been made, customer payment terms have been extended and returns of product have exceeded historical levels. The product returns and more favorable pricing primarily affect our  profit levels while payment term extensions generally reduce operating cash flow and require additional capital to finance the business. We expect both of these trends to continue for the foreseeable future. We have increased our focus on efficiency improvements and product cost reduction initiatives to offset the impact of these trends.

In addition, we are relying on new product development as a way to offset some of these trends and as our primary vehicle for growth. As such, new product development is a critical factor for our future success. We have invested heavily in resources necessary for us to increase our new product development efforts and to strengthen our relationships with our customers. These investments are primarily in the form of increased product development resources and awareness programs, customer service improvements and increased customer credits and allowances. This has enabled us to provide an expanding array of new product offerings and grow our revenues.

We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers. Generally, the second and third quarters have the highest level of customer orders, but the introduction of new products and product lines to customers may cause significant fluctuations from quarter to quarter.

We operate on a fifty-two, fifty-three week period ending on the last Saturday of the calendar year.

On May 15, 2008, we sold certain assets of our Canadian subsidiary for $0.9 million.  We realized a $0.7 million tax benefit upon disposition of the business.

The following table sets forth, for the periods indicated, the percentage of net sales represented by cer­tain items in our Consolidated Statements of Operations:

Net sales increased 7% to $96.2 million for the second quarter ended June 27, 2009 from $90.3 million in the same period last year. Revenues before the impact of exchange and the sale of our Canadian subsidiary were up 9% over the prior year.  Our revenue growth was driven by overall strong demand for our products and higher new product sales.

Cost of goods sold, as a percentage of net sales, increased slightly to 66.7% for the thirteen weeks ended June 27, 2009 from 66.6% in the same period last year.

Selling, general and administrative expenses for the thirteen weeks ended June 27, 2009 increased 1% to $21.8 million from $21.5 million in the same period last year.  The increase is the result of higher incentive compensation expense, which was $0.6 million higher than the prior year due to higher earnings levels.  Excluding this higher provision,  expenses were 1% below prior year levels despite our 7% growth in net sales as our continued focus on cost control offset the variable costs associated with higher sales and inflationary cost increases.

Interest expense, net, decreased to $0.1 million in the thirteen weeks ended June 27, 2009 from $0.3 million in the same period last year due to lower borrowing levels and lower interest rates.

Our effective tax rate increased to 38.6% in the thirteen weeks ended June 27, 2009 from 37.8% in the same period last year. Our 2008 tax provision was reduced by the reversal of $0.2 million in reserves after the completion of the audit of our 2005 tax year by the Internal Revenue Service.

Sales increased 7% to $182.7 million for the twenty-six weeks ended June 27, 2009 from $170.4 million in the same period last year.  Revenues before the impact of exchange and the sale of our Canadian subsidiary were up 9% over the prior year.  Our revenue growth was driven by overall strong demand for our products and higher new product sales.

Cost of goods sold, as a percentage of sales, decreased to 66.9% for the twenty-six weeks ended June 27, 2009 from 67.8% in the same period last year.  The decrease is the result of lower customer allowances and returns, and a reduction of $0.9 million in air freight costs compared to last year.

Selling, general and administrative expenses for the twenty-six weeks ended June 27, 2009 increased 3% to $42.7 million from $41.5 million in the same period last year.  The increase is the result of higher incentive compensation expense, which was $1.6 million higher than the prior period due to higher earnings levels.  Excluding the higher incentive compensation, expenses were 1% below prior year levels despite the 7% sales growth as our continued focus on cost control offset the variable costs associated with higher sales and inflationary cost increases.

Interest expense, net, decreased to $0.2 million in the twenty-six weeks ended June 27, 2009 from $0.6 million in the same period last year due to lower borrowing levels and lower interest rates.

Our effective tax rate was 38.5% in the twenty-six weeks ended June 27, 2009, which was consistent with the same period last year.

Historically, we have financed our growth through a combination of cash flow from operations, accounts receivable sales programs provided by certain customers and through the issuance of senior indebtedness through our bank credit facility and senior note agreements.  At June  27, 2009, working capital was $156.3 million, total long-term debt (including the current portion and revolving credit borrowings) was $10.9 million and shareholders’equity was $198.6 million.  Cash and cash equivalents as of June 27, 2009 was $4.5 million.

Over the past several years we have continued to extend payment terms to certain customers as a result of customer requests and market demands.  These extended terms have resulted in increased accounts receivable levels and significant uses of cash flow.  We participate in accounts receivable sales programs with several customers which allow us to sell our accounts receivable on a non-recourse basis to financial institutions to offset the negative cash flow impact of these payment terms extensions.  As of June 27, 2009 and December 27, 2008, we had sold $52.9 million and $55.0 million in accounts receivable under these programs and had removed them from our balance sheets based upon standard payment terms.  We expect continued pressure to extend our payment terms for the foreseeable future.  Further extensions of customer payment terms will result in additional uses of cash flow or increased costs associated with the sale of accounts receivable.

We have a $30.0 million revolving credit facility which expires in June 2010.  Borrowings under the facility are on an unsecured basis with interest at rates ranging from LIBOR plus 65 basis points to LIBOR plus 150 basis points based upon the achievement of certain benchmarks related to the ratio of funded debt to EBITDA.  The interest rate at June 27, 2009 was LIBOR plus 65 basis points (0.96%).  Borrowings under the facility were $10.5 million as of June 27, 2009.  We had approximately $17.7 million available under the facility at June 27, 2009.  The loan agreement also contains covenants, the most restrictive of which pertain to net worth and the ratio of debt to EBITDA.

We also have outstanding $0.4 million under a commercial loan granted in connection with the opening of a new distribution facility which bears interest at 4% payable monthly.  The principal balance is paid monthly in equal installments through September 2013.  The loan is secured by a letter of credit issued under our revolving credit facility.

Our business activities do not include the use of unconsolidated special purpose entities, and there are no significant business transactions that have not been reflected in the accompanying financial statements.

Cash generated from our operating activities was $7.1 million in the twenty-six weeks ended June 27, 2009.  Net income, depreciation and a $7.1 million decrease in inventory were the primary sources of operating cash flow.  Inventory decreased primarily as a result of strong sales levels and recently implemented inventory management changes.  The primary use of cash was  accounts receivable, which increased $15.5 million, due to sales growth and lower sales of accounts receivable.

Investing activities used $3.6 million of cash in the twenty-six weeks ended June 27, 2009 primarily as a result of additions to property, plant and equipment.  Capital spending in 2009 consisted of tooling associated with new products, equipment associated with the expansion of a distribution center, upgrades to information systems and scheduled equipment replacements.

Financing activities used $5.0 million of cash  in the twenty-six  weeks ended June 27, 2009, primarily related to our repayment of outstanding amounts under our revolving credit facility.

Based on our current operating plan, we believe that our sources of available capital are adequate to meet our ongoing cash needs for at least the next twelve months.

In 2008, approximately 80% of our products were purchased from a variety of foreign countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. dollars. Accordingly, we do not have exposure to fluctuations in the relationship between the dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. However, weakness in the dollar has resulted in materials price increases and pressure from several foreign suppliers to increase prices further.  To the extent that the dollar decreases in value to foreign currencies in the future, the price of the product in dollars for new purchase orders may increase further.

The largest portion of our overseas purchases come from China.  The value of the Chinese Yuan has increased relative to the U.S. Dollar since July 2005 when it was allowed to fluctuate against a basket of currencies.  Most experts believe that the value of the Yuan will increase further relative to the U.S. Dollar over the next few years.  Such a move would most likely result in an increase in the cost of products that are purchased from China.

The overall impact of inflation has not resulted in a significant change in labor costs or the cost of general services utilized by the Company.  During the second and third quarter of 2008 we experienced significant increases in the cost of our materials costs as a result of commodity price increases and weakness in the U.S. Dollar.  The upward pressure on materials costs has eased somewhat over the past nine months as the U.S. economy weakened, but costs are up over the first half of 2008 levels.  We have been able to offset a portion of these cost increases with higher selling prices; however, we do not expect to be able to do so completely.  We will attempt to offset any further cost increases by passing along selling price increases to customers, through the use of alternative suppliers and by resourcing products to other countries.  However, there can be no assurance that we will be successful in these efforts.

We have a noncancelable operating lease for our primary operating facility from a partnership in which Richard N. Berman, our Chief Executive Officer, and Steven L. Berman, our  President, are partners.  Based upon the terms of the lease, payments in 2009 will be $1.4 million.  Total rental payments to the partnership under the lease arrangement were $1.4 million in 2008.

Our discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses.  We regularly evaluate our estimates and judgements, including those related to revenue recognition, bad debts, customer credits, inventories, goodwill and income taxes.  Estimates and judgements are based upon historical experience and on various other assumptions believed to be accurate and reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions.  We believe the following critical accounting policies affect our more significant estimates and judgements used in the preparation of our consolidated financial statements.

Allowance for Doubtful Accounts.  The preparation of our financial statements requires us to make estimates of the collectability of our accounts receivable.  We specifically analyze accounts receivable and historical bad debts, customer creditworthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. A significant percentage of our accounts receivable have been, and will continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States.  Our five largest customers accounted for 81% and 71% of net accounts receivable as of December 27, 2008 and December 29, 2007, respectively.  A bankruptcy or financial loss associated with a major customer could have a material adverse effect on our sales and operating results.

Revenue Recognition and Allowance for Customer Credits.  Revenue is recognized from product sales when goods are shipped, title and risk loss have been transferred to the customer and collection is reasonably assured.  We record estimates for cash discounts, product returns and warranties, discounts and promotional rebates in the period of the sale (“Customer Credits”).  The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as a reduction of accounts receivable.  Amounts billed to customers for shipping and handling are included in net sales.  Costs associated with shipping and handling are included in cost of goods sold.  Actual Customer Credits have not differed materially from estimated amounts for each period presented.  

Excess and Obsolete Inventory Reserves.  We must make estimates of potential future excess and obsolete inventory costs.  We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements and product line updates. We maintain contact with our customer base in order to understand buying patterns, customer preferences and the life cycle of our products.  Changes in customer requirements are factored into the reserves as needed.

Goodwill.  We follow the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”.  We employ a discounted cash flow analysis and a market comparable approach in conducting our impairment tests.  Earnings multiples of 5.25 to 5.5 times EBITDA were used when conducting these tests in 2008.

Income Taxes.  We follow the liability method of accounting for deferred income taxes.  Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for the change in the deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns.  We must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.  Our judgments, assumptions and estimates relative to the current provision for income taxes takes into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the value of a deferred tax asset takes into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140” (“SFAS No. 166”)  SFAS No. 166 eliminates the Qualified Special Purpose Entity (QSPE) concept, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies the derecognition criteria and revises how retained interests are initially measured.  SFAS No. 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter.  The Company is evaluating the impact the adoption of SFAS No. 166 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46 ( R)” (“SFAS No. 167”).    SFAS No.167 amends the guidance in FASB Interpretation 46R related to the consolidation of variable interest entities (“VIEs”).  It requires reporting entities to evaluate former QSPEs for consolidation, changes the approach to determining a VIE’s primary beneficiary from a quantitative assessment to a qualitative assessment designed to identify a controlling financial interest, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a VIE.  It also clarifies, but does not significantly change, the characteristics that identify a VIE.  SFAS No. 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter.  The Company is evaluating the impact the adoption of SFAS No. 167 will have on its financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” ("SFAS No. 165").  SFAS No. 165 establishes the standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  This Statement also requires the disclosure of the date through which subsequent events have been evaluated.  The Company adopted this standard, as required, for the period ending June 27, 2009.  Adoption of SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements.  Refer to Note 12 for the required disclosure.

In April 2008, the FASB issued FASB Staff Position 142-3, “Determination of the Useful Life of Intangible Assets: (“FSP 142-3”).  FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.”  FSP 142-3 is not expected to impact the Company’s consolidated results of operations and financial position.

In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) changes the requirements for an acquirer’s recognition and measurement of the assets acquired and the liabilities assumed in a business combination. SFAS No. 141(R) is effective for annual periods beginning after December 15, 2008 and should be applied prospectively for all business combinations entered into after the date of adoption.

In  December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 requires (i) that noncontrolling (minority) interests be reported as a component of shareholders’ equity, (ii) that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statement of operations, (iii) that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, (iv) that any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value, and (v) that sufficient disclosures are provided that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for annual periods beginning after December 15, 2008 and should be applied prospectively. However, the presentation and disclosure requirements of the statement shall be applied retrospectively for all periods presented. The adoption of the provisions of SFAS No. 160 did not have a material impact the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  SFAS No. 157 defines fair value, established a framework for measuring fair value and expands disclosures about fair value measurements.  This statement applies under other accounting pronouncements that require or permit fair value measurements.  Accordingly, SFAS No.157 does not require any new fair value measurements.  The provisions of SFAS No. 157 are to be applied prospectively and are effective for fiscal years beginning after November 15, 2007.  The FASB has agreed to  a one-year deferral of SFAS No. 157's fair value measurement requirements for non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis.  We adopted SFAS No. 157 for financial assets and liabilities on December 30, 2007, and there was no impact on the Company’s consolidated  results of operations and financial position.  We adopted  SFAS No. 157 for non-financial assets and liabilities on December 28, 2008, and there was no impact on the Company’s consolidated results of operations and financial position.

Our market risk is the potential loss arising from adverse changes in interest rates.  Substantially all of our borrowings as well as our accounts receivable sale programs bear interest rates tied to LIBOR.  Under the terms of our revolving credit facility and customer-sponsored programs to sell accounts receivable, a change in either the lender’s base rate, LIBOR or discount rates under our accounts receivable sale programs would affect the rate at which we could borrow funds thereunder.   Hypothetically, a one percentage point increase in LIBOR would increase our interest expense on our variable rate debt and our financing costs associated with our sales of accounts receivable by approximately $0.6 million annually.  This estimate assumes that our variable rate debt balance and the level of sales of accounts receivable remains constant for an annual period and the interest rate change occurs at the beginning of the period.  The hypothetical changes and assumptions may be different from what actually occurs in the future.

We have not historically and do not intend to use derivative financial instruments for trading or to speculate on changes in interest rates or commodity prices.  We are not exposed to any significant market risks, foreign currency exchange risk or interest rate risk from the use of derivative instruments.

As of June 27, 2009, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, competitive practices, patent rights,  trademark rights, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, would likely have a material financial impact on us.

New Product Development.  We rely on new product development in part to offset the effect that price concessions, extended payment terms, and product returns on existing products has on our profit levels and cash flow.  There can be no assurance that our product development efforts will be successful, that we will be able to cost-effectively have these products manufactured on our behalf, that we will be able to successfully market these products or that margins generated from sales of these products will recover costs of our development efforts.   If we are not able to develop and successfully market a sufficient number of new products our business may be adversely affected.

Impact of Increased Cost of Production.  The cost of materials may increase as a result of commodity price increases and other increased costs of production.  We will attempt to offset any cost increase that may arise by raising prices charged  to our customers, using alternative low-cost suppliers, and by sourcing product manufacturing activities to other countries.  If we are not able to offset the impact of such cost increases successfully, our profit margin could be adversely affected.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2008, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks we face.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We made no purchase of shares under our Stock Repurchase Program this period.

The Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 20, 2009.  There were three items of business at the Annual Meeting: (i) the election of six nominees as Directors; (ii) the ratification of KPMG LLP as our independent registered public accounting firm for fiscal year 2009; and, (iii) the approval of the 2008 Stock Option and Stock Incentive Plan.

At the Annual Meeting the following six persons were elected to serve as Directors of the Company, each to serve for a term of one year to expire at the next annual meeting of shareholders until his successor has been selected and qualified:

At the Annual Meeting, the appointment of KPMG LLP as our independent registered public accounting firm was ratified by the following vote:

At the Annual Meeting, the 2008 Stock Option and Stock Incentive Plan was approved by the following vote: